ICP Solar Technologies, Inc.: Exhibit 10.1- Prepared by TNT Filings Inc.




  



Exhibit 10.1


LETTER OF INTENT 


THIS BINDING LETTER OF INTENT is dated as of the 16th day of December,
2009. 


BETWEEN: 

ICP SOLAR TECHNOLOGIES INC. 

a corporation duly formed under the laws of the State of Nevada with its
principal office at: 7075 Place Robert-Joncas, Montreal, Quebec, Canada H4M2Z2



(hereinafter referred to as "ICP") 


On the First part 

AND: 

EPOD ERNEUEBARE ENERGIEN. 

a corporation duly formed
under the laws of Germany with its principal office in Ketten, Germany 



(hereinafter referred to as "EEE") 


AND: 

Volkersleier GmbH & Co-KG,
a corporation duly formed under the laws of Germany with its principal
office in Ketten, Germany 

(hereinafter referred to as "Volkersleier") 


On the Second part 


(Hereinafter Collectively called the "Parties")



This exclusive binding letter of
intent ("Binding LOI") is entered into by and between the Parties and sets out
the basis for the acquisition of 9% (nine percent) of the total number of issued
and outstanding shares of common stock Volkersleier, a wholly owned subsidiary
of EEE, by ICP under the following terms and conditions: 

1. 

The Company shall acquire a
total of 9 shares of common shares of Volkersleier ("Volkersleier Shares"),
representing 9% (nine percent) of the total number of issued and outstanding
shares of common stock Volkersleier ("Volkersleier Common Shares") held by EEE
for a purchase price equal to $328,500 to be paid as follows: (i) 4,600,000
(four million six hundred thousand) shares of common stock of ICP at a price of
$0.07 per share. 





2. 

The Parties agree that EEE
shall grant ICP an option to purchase additional shares of Volkersleier
("Option") representing up to 91% (ninety-one percent) of the Volkersleier
Common Shares for a period of 6 (six) months from the signing of this Binding
LOI. (Option Period""). 

3. 

The Parties
agree and undertake to enter into a mutually agreeable definitive share purchase
agreement and any other documents necessary for the Acquisition ("Acquisition
Documents"), within 30 (thirty days) of the signing of this Binding LOI, or as
soon as practicable thereafter. 

4.

In the event that Acquisition
Documents are not entered into by the Parties within 90 (ninety) days from the
signing of this Binding LOI, then this Binding LOI shall become null and void.


5. 

Volkersleier undertakes and
guarantees not to enter into, engage in, nor entertain to enter into any change
of control transactions independently, with other third parties at any time
during the term of this Binding LOI. 

6. 

The Parties warrant that each
has obtained all requisite approvals and that each has the authority to enter
into this Binding LOI. 

7. 

This Binding LOI shall be
binding on the Parties as of the date of signature hereof. 

8. 

This Binding LOI shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Nevada. The Parties hereby agree to
submit the resolution of any disputes or controversies relating hereto to the
Courts of the State of Nevada. 


IN WITNESS WHEREOF the parties hereto have executed this Binding Letter
of Intent as of the day and year first above written. 


ICP SOLAR TECHNOLOGIES INC. 


By: /s/ Sass Peress                                                    


 

Sass Peress, President and CEO



EPOD ERNEUEBARE ENERGIEN 

By: /s/ Michael Matvieshen                                   


 

Michael Matvieshen, President
and CEO 


VOLKERSLEIER GMBH & CO-KG 


By: /s/ Michael Matvieshen                                  


 

Michael Matvieshen, President
and CEO